The European Commission has cleared under the Merger Regulation the proposed acquisition of sole control of TNK-BP by OJSC Oil Company Rosneft of Russia. The Commission carefully examined the effects of the proposed transaction. As for all state-owned companies, the Commission also assessed whether Rosneft operated independently of the state, or whether there was scope for the state to coordinate the behaviour of the state-owned companies in the sector. This question was ultimately left open as the proposed acquisition did not give rise to competition concerns.

Rosneft is active globally in the exploration and production of crude oil and natural gas, as well as the production and marketing of refined products, including several petrochemical products.

TNK-BP is active in the exploration and production of crude oil and natural gas, as well as the production and marketing of petroleum products and petrochemicals. TNK-BP is currently owned 50% by BP plc, 25% by Alfa Petroleum Holdings Limited, and 25% by OGIP Ventures, Ltd.

The merging parties' activities overlap as regards the exploration of natural gas and crude oil, the development, production and sale of natural gas as well as the development, production and sale of crude oil. At the same time, the parties are both active in the supply of various refined products. The Commission examined the potential effects of the proposed acquisition as regards the development, production and sale of crude oil as well as the production and supply of heavy fuel oil. In addition, the Commission assessed the potential effects of the proposed acquisition in light of a possible vertical link between the development, production and sale of crude oil and the production and supply of certain refined products. The Commission's investigation confirmed that the proposed acquisition did not raise competition concerns because the merged entity would continue to face constraints from a number of strong competitors, while its customers would be capable of switching both to other suppliers as well as to other means of transportation for their crude oil demands.

The Commission therefore concluded that the transaction would not significantly impede effective competition in the European Economic Area (EEA) or any substantial part of it.

The assessment of the links between Russian State-owned companies in the same sector relied on the same criteria as those applied for assessing mergers involving European State-owned companies.

The transaction was notified to the Commission on 1 February 2013.

Merger control rules and procedures

The Commission has the duty to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 of the Merger Regulation) and to prevent concentrations that would significantly impede effective competition in the EEA or any substantial part of it.

The vast majority of notified mergers do not pose competition problems and are cleared after a routine review. From the moment a transaction is notified, the Commission generally has a total of 25 working days to decide whether to grant approval (Phase I) or to start an in-depth investigation (Phase II).